Clause 44

On an application of the Authority, the Court may, in addition to the grounds specified in section 254(1) of the Companies Act (Cap. 50), order under that Act the winding up of a company incorporated in Singapore which is carrying on or has carried on banking business in Singapore if the Authority has exercised any power under section 49(2) in relation to the company.(2) On an application of the Authority, the Court may, in addition to the grounds specified in section 351(1) of the Companies Act, order under that Act the winding up of an unregistered company which is carrying on or has carried on banking business in Singapore if —

the Authority has exercised any power under section 49(2) in relation to the company;

the company has held a licence under this Act or under any written law repealed by this Act, and that licence has been revoked or has expired and has not been renewed; or

the company is carrying on or has carried on banking business in Singapore in contravention of any provision of this Act.(3) Notwithstanding sections 254(2) and 351(2) of the Companies Act (Cap. 50), on an application of the Authority for the winding up, on the ground specified in section 254(1)(e) or 351(1)(c)(ii) of the Companies Act, of a company which is carrying on or has carried on banking business in Singapore, any statement of account lodged by the company with the Authority, at any time during the period beginning with the close of the last financial year of the company and ending with the making of the application for the winding up, which shows that the company is insolvent shall be evidence that the company is unable to pay its debts unless the Court, in its discretion, calls for further evidence on this issue.(4) Notwithstanding any written law or rule of law —

no person shall be appointed as a liquidator under the Companies Act of a company, which is carrying on or has carried on banking business in Singapore, without the prior written approval of the Authority; and

in the case of a foreign company which is carrying on or has carried on banking business in Singapore, a liquidator appointed for its liquidation or dissolution at its place of incorporation or origin shall not have the powers and functions of a liquidator for Singapore unless the liquidator has been approved by the Authority, and the exercise of any power or function by the liquidator in contravention of this paragraph shall be invalid and of no effect.(5) For the avoidance of doubt, subsection (4)(a) shall not affect the operation of section 263(a), (d), (da) or (e) of the Companies Act.(6) Any approval of the Authority under subsection (4)(b) shall be subject to such conditions as the Authority may determine and the Authority may add to, vary or revoke any such condition.(7) Notwithstanding any written law or rule of law, where a company which is carrying on or has carried on banking business in Singapore is being wound up, the Authority shall, subject to such modifications as may be necessary, have the same powers and rights as a creditor of the company under the Companies Act including the right to appear and be heard before the Court in any proceedings in the winding up.(8) Without prejudice to subsection (7) and notwithstanding any written law or rule of law, where a company which is carrying on or has carried on banking business in Singapore is being wound up, its liquidator (whether appointed under the Companies Act (Cap. 50) or, in the case of a foreign company, appointed at its place of incorporation or origin) shall give the Authority such information as the Authority may from time to time require about the affairs of the company or the winding up.(9) Any liquidator who —

without reasonable excuse, fails to comply with subsection (8); or

in purported compliance with subsection (8), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular,shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction.(10) In this section —“Court” means the High Court or a Judge thereof;“liquidator” includes a provisional liquidator;“unregistered company” has the same meaning as in section 350 of the Companies Act.Disqualification and removal of directors54B.—

Notwithstanding any other written law, any person who —

has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his creditors, being a compromise or scheme of arrangement that is still in operation;

has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part;

is an undischarged bankrupt, whether in Singapore or elsewhere;

has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that he acted fraudulently or dishonestly;

has had a prohibition order under section 59 of the Financial Advisers Act (Cap. 110), section 35V of the Insurance Act (Cap. 142) or section 95 of the Securities and Futures Act (Cap. 289) made against him that remains in force; or

has been a director of, or directly concerned in the management of, a bank licensed under this Act or under any written law repealed by this Act —

which is being or has been wound up by a court; or

the licence of which has been revoked,shall not, without the consent in writing of the Authority, act or continue to act as a director of any bank incorporated in Singapore.(2) Notwithstanding any other written law, where the Authority is satisfied that a director of a bank incorporated in Singapore —

has wilfully contravened or wilfully caused the bank to contravene any provision of this Act;

has, without reasonable excuse, failed to secure the compliance of the bank with any provision of this Act; or

has failed to discharge any of the duties of his office,the Authority may, if it thinks it necessary in the public interest or for the protection of depositors of the bank, by notice in writing to the bank, direct the bank to remove the director from office or employment within such period as may be specified by the Authority in the notice, and the bank shall comply with the notice.(3) Without prejudice to any other matter that the Authority may consider relevant, the Authority shall, in determining whether a director of a bank has failed to discharge the duties of his office for the purposes of subsection (2)(c), have regard to such criteria as may be prescribed.(4) Before directing a bank to remove its director under subsection (2), the Authority shall —

give the bank and the director notice in writing of its intention to do so; and

in the notice referred to in paragraph (a), call upon the bank and the director to show cause, within such time as may be specified by the Authority in the notice, why the director should not be removed.(5) If the bank and the director referred to in subsection (4) —

fail to show cause within the time specified in a notice issued under subsection (4) or within such extended period of time as the Authority may allow; or

fail to show sufficient cause,the Authority may direct the bank to remove the director under subsection (2).(6) Any bank which, or any director of a bank who, is aggrieved by a direction of the Authority under subsection (2) may, within 30 days of the direction, appeal in writing to the Minister whose decision shall be final.(7) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction.(8) Any bank which fails to comply with a notice issued under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.(9) No criminal or civil liability shall be incurred by a bank, or any person acting on behalf of the bank, in respect of anything done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the bank under this section.”.